Attached files
file | filename |
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EX-32 - EX-32 - Atlantic Coast Financial CORP | g24228exv32.htm |
EX-31.1 - EX-31.1 - Atlantic Coast Financial CORP | g24228exv31w1.htm |
EX-31.2 - EX-31.2 - Atlantic Coast Financial CORP | g24228exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007.
Commission file number: 333-144149
ATLANTIC COAST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Maryland | To be applied for | |
(State or Other Jurisdiction of Incorporation of Organization) |
(I.R.S Employer Identification No.) |
|
505 Haines Avenue, Waycross, Georgia | 31501 | |
(Address of Principal Executive Officers) | (Zip Code) |
(800) 342-2824
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Not Applicable | Not Applicable |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes þ No o
Aggregate market value of the voting and non-voting common equity held by non-affiliates of
the registrant as of June 30, 2007 was $0.
As of August 3, 2010, there were no shares of the registrants common stock outstanding.
Documents Incorporated by Reference
None.
Table of Contents
ATLANTIC COAST FINANCIAL CORPORATION
Explanatory Note
Atlantic Coast Financial Corporation (the Stock Holding Company) filed a registration statement
on Form S-1 (Commission File No. 333-144149) (Registration Statement) with the Securities and
Exchange Commission (the SEC), which the SEC declared effective on October 12, 2007. The
Registration Statement was filed to register the sale of shares of common stock of the Stock
Holding Company in connection with the mutual-to-stock conversion of Atlantic Coast Federal, MHC, a
Federally-chartered mutual holding company (the MHC).
By action taken on December 7, 2007, the Boards of Directors of the Stock Holding Company, the MHC,
Atlantic Coast Federal Corporation and Atlantic Coast Bank terminated the mutual-to-stock
conversion of the MHC and associated public stock offering by the Stock Holding Company. Atlantic
Coast Federal Corporation filed a Form 8-K on December 12, 2007 to announce the details of the
termination. The Stock Holding Company filed a Form RW on July 1, 2010 with the SEC to withdraw
its Registration Statement, as amended, together with all exhibits thereto.
Due to the Stock Holding Companys obligation to file periodic reports under the Securities
Exchange Act of 1934, as amended through the filing of its first Form 10-K in 2008, the Stock
Holding Company is filing this Annual Report on Form 10-K for year ended December 31, 2007.
Because of the termination of the mutual-to-stock conversion of the MHC and associated public stock
offering, the Stock Holding Company had no assets, liabilities or operations in 2007.
TABLE OF CONTENTS
Table of Contents
ATLANTIC COAST FINANCIAL CORPORATION
PART I
Item 1. BUSINESS
Not applicable.
Item 1A. RISK FACTORS
Not applicable.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2. PROPERTIES
Not applicable.
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4. REMOVED AND RESERVED
PART II
Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Not applicable.
Item 6. SELECTED FINANCIAL DATA
Not applicable.
Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not applicable.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Table of Contents
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Atlantic Coast Financial Corporation
Waycross, Georgia
Atlantic Coast Financial Corporation
Waycross, Georgia
We have audited the accompanying statement of financial condition of Atlantic Coast Financial
Corporation (Company) as of December 31, 2007, and the related statements of operations,
stockholders equity and cash flows for the period June 22, 2007 (date of incorporation) to
December 31, 2007. These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Atlantic Coast Financial Corporation as of December 31, 2007,
and the results of its operations and its cash flows for the period June 22, 2007 (date of
incorporation) to December 31, 2007 in conformity with U.S. generally accepted accounting
principles.
/s/ Crowe Horwath LLP | ||||
Brentwood, Tennessee Crowe Horwath LLP |
||||
July 30, 2010 | ||||
Table of Contents
ATLANTIC COAST FINANCIAL CORPORATION
Statement of Financial Condition
December 31, 2007 | ||||
Assets |
$ | | ||
Liabilities and Retained Earnings |
|
Statement of Operations
June 22, 2007 - | ||||
December 31, 2007 | ||||
Net Income |
$ | | ||
Statement of Stockholders Equity
Total | ||||||||
Stockholders | ||||||||
Equity | ||||||||
Balance, June 22, 2007 |
$ | | ||||||
Net income |
| |||||||
Balance, December 31, 2007 |
$ | | ||||||
Statement of Cash Flows
June 22, 2007 - | ||||
December 31, 2007 | ||||
Net Income |
$ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
Net cash provided by operating activities |
| |||
Net cash provided by investing activities |
| |||
Net cash provided by financing activities |
| |||
Net Change in Cash and cash equivalents |
| |||
Cash and Cash equivalents at the beginning of the year |
| |||
Cash and Cash equivalents at the end of the year |
$ | | ||
Table of Contents
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
Nature of Business: Atlantic Coast Financial Corporation (the Stock Holding Company) was
incorporated on June 22, 2007 for the purpose of effectuating a second step conversion of
Atlantic Coast Federal, MHC (the Parent) to a full stock ownership structure. The Parent is the
majority owner of Atlantic Coast Federal Corporation (ACFC). The Parent and ACFC are savings and
loan holding companies. ACFCs primary subsidiary, Atlantic Coast Bank (the Bank), is a federally
chartered stock savings association which provides a broad range of banking services to individual
and business customers primarily in southern coastal Georgia and northern coastal Florida. Its
primary deposit products are checking, savings, and certificate of deposits, and its primary
lending products are residential mortgage, home equity and other consumer loans, and commercial
loans. The accounting and reporting policies of the Stock Holding Company and the Bank conform to
U.S. generally accepted accounting principles (GAAP) and general industry practices. Upon
completion of the conversion, the Parent and ACFC will cease to exist and Atlantic Coast Financial
Corporation will become the new holding company for the Bank.
The Stock Holding Companys business activities generally will be limited to passive
investment activities and oversight of its investment in the Bank.
Principles of Consolidation and Basis of Presentation: As of the dates of the financial
statements, the Plan of Conversion and Reorganization has not been executed and consequently, the
operations of the Stock Holding Company have not yet begun and there are no transactions to report.
As of the dates of the financial statements, the Stock Holding Company does not own the Bank and
consequently, there are no consolidated financial statements presented. The Stock Holding Company
was formed for the purpose of effectuating the mutual-to-stock conversion of the Parent and while
the Stock Holding Company is a legal entity, it has not executed any transactions of material
consequence. Transactions in the name of Atlantic Coast Financial Corporation have related only
to the mutual-to- stock conversion of the Parent and have been for no other material transaction to
date. Because all transactions in the name of Atlantic Coast Financial Corporation have been
conducted for the benefit of the mutual-to-stock transaction of the Parent, all transactions have
been recorded by ACFC.
Use of Estimates in the Preparation of Financial Statements: The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of income and expenses
during the reporting period. Changes in these estimates and assumptions are considered reasonably
possible and may have a material impact on the financial statements and thus actual results could
differ from the amounts reported and disclosed herein.
Plan of Conversion and Reorganization: On June 28, 2007, the Stock Holding Company filed a
registration statement to register the sale of shares of common stock of the Stock Holding Company
in connection with the mutual-to-stock conversion of the Parent, a Federally-chartered mutual
holding company.
By action taken on December 7, 2007, the Boards of Directors of the Stock Holding Company, the
Parent, ACFC and the Bank terminated the mutual-to-stock conversion of the Parent and associated
public stock offering by the Stock Holding Company. ACFC filed a Form 8-K on December 12, 2007 to
announce the details of the termination.
Subsequent Events: On June 16, 2010, the Stock Holding Company, ACFC, the Parent and the Bank
adopted a new Plan of Conversion and Reorganization to reorganize from a two-tier mutual holding
company to a full stock holding company and undertake a second-step offering of additional shares
of common stock.
The Parent currently holds approximately 65.1% of the issued and outstanding shares of Atlantic
Coast Federal Corporation, which in turn owns all of the stock of Atlantic Coast Bank. The
remaining 34.9% of Atlantic Coast Federal Corporations shares currently are held by public
stockholders.
Table of Contents
As part of the reorganization, Atlantic Coast Bank will become a wholly owned subsidiary of the
Stock Holding Company. The currently outstanding shares of the common stock of Atlantic Coast
Federal Corporation, including
shares held by the general public and employee stock benefit plans, other than shares held by
Atlantic Coast Federal, MHC, will be converted into shares of common stock in Atlantic Coast
Financial Corporation, using an exchange ratio designed to preserve current percentage ownership
interests. Shares owned by Atlantic Coast Federal, MHC will be retired, and new shares
representing that ownership interest will be offered and sold to the Banks eligible depositors,
Atlantic Coast Banks tax qualified employee benefit plans and members of the general public as set
forth in the Plan of Conversion and Reorganization of Atlantic Coast Federal, MHC. The highest
priority will be depositors with qualifying deposits as of March 31, 2009. The number of shares of
common stock to be offered and the exchange ratio for shares of Atlantic Coast Federal Corporation
will be based upon an independent appraisal, assuming shares are sold at $10.00 per share.
The reorganization will not affect the existing terms and conditions of deposit accounts and loans
with Atlantic Coast Bank. The new shares are expected to trade on NASDAQ under the symbol ACFC
and Atlantic Coast Financial Corporation will be headquartered at the Banks executive offices.
Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not applicable.
Item 9A(T). | CONTROLS AND PROCEDURES |
Not applicable.
Item 9B. | OTHER INFORMATION |
Not applicable.
PART III
Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Not applicable.
Item 11. | EXECUTIVE COMPENSATION |
Not applicable.
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Not applicable.
Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
Not applicable.
Table of Contents
Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Not applicable.
PART IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit No. | Description | |
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ATLANTIC COAST FINANCIAL CORPORATION |
||||
Date: August 2, 2010 | By: | /s/ Robert J. Larison, Jr. | ||
Robert J. Larison, Jr. | ||||
President, Chief Executive Officer and Director | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the capacity and on the dates
indicated.
By:
|
/s/ Robert J. Larison, Jr.
President, Chief Executive Officer and Director |
By: | /s/ Thomas B. Wagers, Sr.
Senior Vice President and Chief Financial Officer |
|||||||
Date: August 2, 2010 | Date: August 2, 2010 | |||||||||
By:
|
/s/ Thomas F. Beeckler
Director |
By: | /s/ Fred D. Franklin, Jr.
Director |
|||||||
Date: August 2, 2010 | Date: August 2, 2010 | |||||||||
By:
|
/s/ Charles E. Martin, Jr.
Director |
By: | /s/ W. Eric Palmer
Director |
|||||||
Date: August 2, 2010 | Date: August 2, 2010 | |||||||||
By:
|
/s/ Robert J. Smith
Director |
By: | /s/ Forrest W. Sweat, Jr.
Director |
|||||||
Date: August 2, 2010 | Date: August 2, 2010 | |||||||||
By:
|
/s/ H. Dennis Woods
Director |
By: | /s/ Jay S. Sidhu
Director |
|||||||
Date: August 2, 2010 | Date: August 2, 2010 | |||||||||
By:
|
/s/ Bhanu Choudhrie
|
|||||||||
Bhanu Choudhrie Director |
||||||||||
Date: August 2, 2010 |